Ansaldo STS bidder Hitachi comments on Elliott statement
In relation to the press release issued on the date hereof by Elliott, with reference to the mandatory tender offer launched, pursuant to articles 102 and 106, paragraph 1-bis, of the Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, by the offeror, Hitachi Rail Italy Investments S.r.l., on all of the ordinary shares of Ansaldo STS S.p.A., please note the following.
The press release issued by Elliott, thus representing a dangerous source of disinformation for the shareholders of Ansaldo STS and risking to mislead the same shareholders in relation to certain essential features of the offer.
In particular, the statement that the price offered “considerably undervalues the Company” does not reflect in any way the objective evaluations already disclosed to the public by Hitachi and Ansaldo STS, with the modalities provided by the applicable law provisions.
Moreover, such merely subjective judgments are rendered by Elliott while a proceeding is pending before Consob, as the authority legally responsible for evaluating the adequacy of the consideration of the offer, of which the public has already been duly informed in the manner prescribed by the applicable Italian law provisions (including the express indication in the offer document relative to the MTO in object).
Just as serious is the fact that the press release issued by Elliott includes vague, generic and debatable statements in regards to the future trends and the expected synergies in relation to a company whose shares are listed on a regulated market.
In the Offeror’s opinion, the press release issued by Elliott spreads to the public, at such a sensitive stage for Ansaldo STS, merely subjective judgments, accompanied by approximate and incomplete arguments and may therefore constitute a violation of the transparency rules provided by the Consob Regulation no. 11971/99 in relation to all of the declarations released during a tender offer. Therefore, the offeror will formally request Consob to ascertain the existence of such violation